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1 Preamble Related Party Transaction Policy (Effective from 1 st October, 2014 As amended ) The Board of Directors of the company has adopted the following Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing Related Party Transactions required to be followed by company to ensure compliance with the Law and Regulation. The Audit committeee will review the samee from time to time and propose the amendment required in the policy to the board of directors. Purpose Security Exchange Board of India (SEBI), revised the Clause 49 of listing agreement entered into by the Company with the stock Exchanges, which requires that all listed companies to formulate a policy on dealing with Related Party Transactions. This policy has been framed for complying with the said requirement. Definitions Audit Committee or Committee means Committee of Board off Directors constituted for audit related purpose. of the Company Board means Board of Directors of the Company Related Party Transaction A related party transactionn is a transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged. Material Related Party Transaction means a transaction with a related party if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the company. Related Party means related party as defined in Clausee 49 of the Listing Agreement whichh is as follows: An entity shall be considered as related to the company if: i). Such entity is a related party under Section 2(76) of the Companies Act, 2013; or ii). Such entity is a related party as defined under thee applicable accounting standards Page 1 of 7

2 Relative means relative as defined under the Companies Act, 2013 and includes anyone who is related to another, if i. ii. iii. iv. v. vi. vii. viii. ix. x. They are members of a Hindu undivided family ; They are husband and wife ; or Father (including step fatherncluding step mother) Son ( including step son) Son s wife Mother ( Daughter Daughter s husband Brother ( including step brother) Sister (including step sister) Key Managerial Personnel mean key managerial personnel as defined under the Companies Act, 2013 and includes (i) Managing Director, or Chief Executive Officer or manager and in their absence, a whole time director; (ii) Company Secretary; and (iii) Chief Financial Officer Associate Company in relation to another company, means a company in which that other company has a significant influence, but whichh is not a subsidiary company of the company having such influence and includes a joint venture company. Significant Influence: means control of at business decisions under an agreement least twenty per cent of total share capital, or of Joint venture: means a contractual arrangement whereby two or more parties undertake an economic activity which is subject to joint control. Control as defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner which includes (a) ownership, directly or indirectly, of more than one half of the voting powerr of an enterprise, and (b) a substantial interest in voting power and the power to direct, by statute or agreement, the financial and/or operating policies of the enterprise. Provided that a director or officer of a company shall not be considered to be in control over such target company, merely by virtue of holding such position Page 2 of 7

3 Words and expressions used but not defined in this policyy and defined in the Companies Act, 2013 shall have the same meanings as are respectively assignedd to them in the Companies Act, Policy and Procedure Policy All Related Party Transactions must be reported to the Audit Committee and referred for approval by the Committee in accordance with this Policy. All Related Party Transactions shall requiree prior approval of Audit Committee. Further, all Material Related Party Transactions shall require approval of the shareholders through special resolution and the Related Parties shall abstain from voting on such However the Committee may grant omnibus approval for Related Party Transactions proposed to be entered into by the company in accordance with the conditions specified in the Listing Agreement Where a prior approval is not taken due to an inadvertent omission or due to unforeseen circumstances, the Committee may ratify the transactions s in accordance with this Policy. Procedure A. Disclosure by Directors Every director shall at the beginning of the financial year provide information by way of written notice to the company regardingg his concern or interest in the entity with specific concern to parties which may be consideredd as related party with respect to the Company and shall also provide the list of relatives whichh are regarded as related party as per this policy. Directors are also required to provide the information regarding their engagementt with other entity during the financial year which may be regarded as related party according to this policy. B. Identification of Transaction with related Parties Each director and Key Managerial Personnel is responsible for providing notice to the Company of any potential Related Party Transaction wheree he may bee consideredd interested. Audit Committee will determine whether a transaction does, in fact, constitute a Related Party Transaction requiring compliance with this policy. The Directors and KMPs will ensure that their notice of any potential Related Party Transaction is delivered well in advance so that the Audit Committee has adequate time to obtain and review information about the proposed transaction. Page 3 of 7

4 C. Review and approval of Related Party Transaction (i) Audit Committee All Related Party Transactions shall be subject to the prior approval of the Audit Committee whether at a meeting or by resolution by circulation or throughh electronic mode. A member of the Committee who (if) has a potential interest in any Related Party Transaction will not remain present at the meeting or abstain from discussion and voting on such Related Party Transaction and shall not be counted in determining the presence of a quorum when such Transaction is considered. The Company Secretary shall place the details of all related party Transactions in the subsequent meeting of the Audit Committee. The Audit committee shall consider the following factors while deliberating the related party transactions for its approval: Name of party and details explaining naturee of relationship Nature of transaction and material terms thereof including the value, if any; the manner of determining the pricing to ascertain whether the same is on length Businesss rationale for entering into such transaction arm s If the committee determines that the a related party transaction is (i) a Material related party transaction or (ii) Transactions are not in the ordinary course of business or not at the arm s length price, the audit committee shall recommend placing the matter before the board for obtaining its approval. OMNIBUS APPROVAL In the case of frequent / regular / repetitive transactions which are in the normal course of business of the Company, the Committee may grant standing pre approval /omnibus approval. While granting the approval the Audit Committee shall satisfy itself of the need for the omnibus approval and that same wouldd in the interest of the Company. The omnibus approval shall specify the following: a. Name of the related party b. Nature of the transactionn Page 4 of 7

5 c. Period of the transaction d. Maximum amount of the transactions that can be entered into e. Indicative base price / current contracted price and formula for variation in price, if any f. Such other conditions as the Audit Committee may deem fit. Such transactions will be deemed to be pre approved and may not require any further approval of the Audit Committee for each specific transaction unless the price, value or material terms of the contract or arrangement have been varied / amended. Any proposed variations / amendments to these factors shall require a prior approval of the Committee. Further, where the need of the related party transaction cannot be forseen and all prescribed details are not available, Committee may grant omnibus approval subject to the value per transaction not exceeding Rs.1,00,00,000/ (Rupeess One Crore only). The details of such transaction shall be reported to the Auditt Committeee for ratification. Further, the Committee shall on an annual basis review and assess such transactions ncluding the limits to ensure that they are in compliance with this Policy. The omnibus approval shall be valid for a period obtained after the expiry of one year. of one yearr and fresh approval shall be (ii) Board of Directors Where approval of Board of Directors is required for any related party transaction or if the Board in any case elects to reviews any such matter or it is mandatory under any law for Board to approve the Related Party Transaction, then the considerations set forth above shall apply to the Board s review and approval of the matter, with such modification as may be necessary or appropriate under the circumstances. Any member of the Board who has any interest in any Related Party Transaction will recuse himself and abstain from discussion and votingg on the approval of the Related Party Transaction. Page 5 of 7

6 (iii) Shareholder approval In case Board refers a related party transaction for seeking approval of the shareholders as per the provisions of Companies Act 2013 or otherwise, if any member of company is a related party as per this policy, such member of the company shall not vote on resolution passed for approving such related party transaction. (iv) Approval of Material Related Party Transactions All Material Related Party Transactions shall require approvall of the shareholders through special resolution and the Related Parties shall abstain from voting on such resolution (v) Transactions which do not require approval Notwithstanding the foregoing, the following Related Party Transactionss shall not require approval of Audit Committee: (a) Any transaction involving the providing off compensation to a director or Key Managerial Personnel in connection with his duties to the Company including the reimbursement of reasonable business and travel expenses incurred in the ordinary course of business. (b) Any transaction in which the Related Party s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rataa as the Related Party. (vi) Related Party Transactions not approved under this Policy If a Related Party Transaction is entered into by the Company without being approved under this Policy, the same shall be reviewed by the Committee. The Committeee shall evaluate the transactionn and may decide suchh action as it may consider appropriate ncluding ratification, revision or termination of the Related Party Transaction. (vii) In connection with any review of a Relatedd Party Transaction, the Committee has authority to modify or waive any procedural requirementss of this Policy. Page 6 of 7

7 Disclosures Every Related Party Transaction with proper justification shalll be disclosed in the Directors Report. Details of all material transactions with related parties shall be disclosed quarterly along with the compliance report on corporate governance. The company shall disclose the policy on dealingg with Related Party Transactions on its website and a web link thereto will be provided inn the Annual Report. This Policy will be communicated to all operational employees and persons of the Company. other concerned ***** Page 7 of 7

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